Heather Knight
WATERS CORP /DE/About Heather Knight
Heather Knight, age 53, is an independent director of Waters Corporation, appointed in August 2024. She brings nearly 30 years of commercial leadership in pharmaceuticals and medical devices, with current roles at Baxter International and prior experience at Medtronic. Education: BS, University of Buffalo. At Waters, she enhances board oversight with expertise in commercial execution, portfolio innovation, and human capital development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxter International | Chief Operating Officer | Feb 2025 – present | Senior operating leadership; driving growth and transformation (as profiled) . |
| Baxter International | EVP & Group President, Medical Products & Therapies | 2023 – present | Led growth strategies, business transformation, and portfolio innovation . |
| Baxter International | President, Acute Therapies, Clinical Nutrition, Medication Delivery, LATAM & Canada | 2021 – 2023 | Global commercial execution across MedTech segments . |
| Baxter International | General Manager, U.S. Hospital Products | 2019 – 2021 | U.S. commercial leadership . |
| Medtronic plc | Vice President, General Manager | 2016 – 2019 | Commercial leadership in medical devices . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards (current) | None | — | No current public company directorships . |
| Titan Medical Inc. (NASDAQ: TMDI) | Director (former) | 2021 – 2023 | Board experience at surgical robotics company . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than the CEO are independent; Knight is an independent director . |
| Committee assignments | Nominating and Corporate Governance Committee (member) . |
| Committee chair roles | None (not a chair) . |
| Board attendance | All directors attended ≥75% of Board and regular committee meetings during their service period in 2024 . |
| Board meetings (2024) | 11 Board meetings; Nominating & Corporate Governance met 3 times . |
| Start of service at WAT | Appointed August 2024; Independent Director since 2024 . |
| Stock ownership guidelines (directors) | Minimum 5× annual retainer within 5 years; Knight has until 2029; not yet satisfied but within initial period . |
Fixed Compensation (Director, 2024)
| Component | Policy/Amount | Knight 2024 |
|---|---|---|
| Annual cash retainer | $70,000 (paid quarterly) | Part-year service fees earned: $37,130 . |
| Meeting fees | $1,500 per Board and committee meeting attended | Included within the $37,130 fees . |
| Chair retainers (if any) | Audit & Finance Chair $15,000; Compensation Chair $15,000; Nominating & Corporate Governance Chair $15,000; Science & Technology Chair $10,000 | N/A (not a chair) . |
| Deferral election | Directors may defer fees; Knight deferred 2024 fees into stock units (105.10 units on $37,130 deferred) | $37,130 deferred; 105.10 stock units; aggregate stock unit balance 105.10 at FYE . |
Performance Compensation (Director Equity)
| Award Type | Grant Date | Quantity | Exercise/Grant Price | Grant Date Fair Value | Vesting/Terms |
|---|---|---|---|---|---|
| Restricted Stock (initial, pro-rated) | Aug 14, 2024 | 136 shares | $336.49 per share | $45,763 | One-year vest; acceleration upon death or change of control . |
| Non-qualified Stock Options (initial, pro-rated) | Aug 14, 2024 | 349 options | $336.49 per share | $45,747 | One-year vest; acceleration upon death or change of control . |
Notes:
- Standard non-employee director annual equity (for full-year directors) is ~$220,000 (50% restricted stock, 50% options) granted first business day of January, 1-year vest; Knight received an initial pro-rated August 2024 award due to mid-year appointment .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Transaction Consideration |
|---|---|---|
| Baxter International | Knight is COO and EVP/Group President at Baxter; Baxter could be a customer/supplier in adjacencies | Waters’ Related Party Transactions Policy pre-approves ordinary course business transactions conducted on arm’s length terms with Baxter (given Knight’s Baxter role) and routes oversight via Audit & Finance Committee/Board . |
| Titan Medical (former) | Former public board | No current interlock; historical directorship only . |
Expertise & Qualifications
- Deep healthcare industry background across pharma and MedTech; commercial execution; transformation and portfolio innovation; human capital and talent development focus .
- Education: BS, University of Buffalo .
Equity Ownership
| Measure | Value/Detail |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 1,622 shares beneficially owned; <1% of shares outstanding . |
| Outstanding director equity at 12/31/2024 | Options outstanding: 349 (Knight); Restricted stock outstanding: 136 (Knight) . |
| Deferred stock units | 105.10 stock units from deferred 2024 cash fees; balance 105.10 at 12/31/2024 . |
| Ownership guideline | 5× annual retainer within 5 years; Knight has until 2029; not yet satisfied (within time window) . |
| Hedging/shorting policy | Company prohibits short sales, options trading on company stock, and hedging instruments for covered persons . |
Governance Assessment
- Independence and capacity: Independent director with significant operating leadership in MedTech/pharma; committee assignment on Nominating & Corporate Governance aligns with her human capital and transformation background .
- Engagement and alignment: 2024 attendance threshold met; deferred 100% of 2024 cash fees into stock units—positive alignment signal; subject to director stock ownership guidelines (5× retainer by 2029) .
- Compensation structure: Mix of cash and time-based equity; initial pro-rated RS and options with 1-year vest; no performance-conditioned director equity—typical for directors and supports independence; total 2024 compensation $128,640 given partial year .
- Related-party risk monitoring: Given executive role at Baxter, Waters’ policy explicitly pre-approves ordinary course transactions with Baxter subject to oversight—mitigates conflict risk but should be monitored for materiality and terms; no specific related-party transactions disclosed beyond the pre-approval framework .
- Board effectiveness context: Board comprises 10 directors with fully independent committees; regular executive sessions; director education; shareholder engagement program in place; 2024 Say-on-Pay approval ~80%—moderate but supportive backdrop for governance continuity .
RED FLAGS to monitor
- Related-party optics: Pre-approved ordinary-course dealings with Baxter (where Knight serves as COO/EVP) are not inherently problematic but warrant ongoing disclosure discipline and Audit & Finance oversight given her dual role .
- Ownership guideline progress: Knight is within the compliance window (to 2029); track progress to 5× retainer to reinforce alignment .